414D-204 Effect of merger. (a) When a merger takes effect:

(1) Every corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;

(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger;

(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and

(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

(b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office, service of process may be made upon the surviving entity by sending a copy of the process by registered or certified mail, return receipt requested, to the surviving corporation at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:

(1) The date the corporation receives the process, notice, or demand;

(2) The date shown on the return receipt, if signed on behalf of the corporation; or

(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed. [L 2001, c 105, pt of 1; am L 2002, c 41, 16]


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